


Pinned

by sultrysweet



Category: Once Upon a Time (TV)
Genre: 1950s, F/F, Fluff, Friendship, Pin Up Girls, Romance, Sea Devil Week, Smut
Language: English
Status: Completed
Published: 2015-09-05
Updated: 2015-09-05
Packaged: 2018-04-19 03:33:58
Rating: Mature
Warnings: No Archive Warnings Apply
Chapters: 1
Words: 10,092
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/4731353
Author URL: https://archiveofourown.org/users/sultrysweet/pseuds/sultrysweet
Summary: <blockquote class="userstuff">
              <p>Sea Devil Week Day 8: Creator's Choice - Pin Up Girls. Ursula is an aspiring photographer when she meets Cruella, a divine pin up model she just can't resist.</p>
            </blockquote>





	Pinned

**Author's Note:**

> This is incredibly late, but I think somethings are better late than never. :)

Art and the entertainment industry. It was the best way to describe what she did for a living—and it wasn’t much of a living. During her first year of posing, she’d busted her ass to make ends meet. Her apartment, the same small and crappy one she had in the less aesthetically pleasing part of the city for the last six years, wasn’t impressive and still cost her a pretty penny all the same. Ursula learned to accept it and she’d worked around it. She would keep working around it, too, because it wasn’t likely much would change in the remaining years she had in her life, which were many but her lifestyle and the economy were basically in stasis. Not to mention the fact that posing had a more limited lifespan than her health guaranteed.

She loved what she did even if it wasn’t as much of a guarantee as a secretary job, although with the lack of rights African Americans had life was good, it was better, as a pin up girl. The people she worked with, the photographers and those that printed her pictures, were mostly white but were thankfully extremely kind and respectful. Not many people during the time were, so even if she struggled to make a steady paycheck because photoshoots didn’t happen on a regular and steady schedule, she would much rather be treated like a human being than have money.

It was a hot day by New York standards as she made her way to a photoshoot, the first one she was called in for all week. She would be working with a photographer she was closest to out of the several she’d had the opportunity to pose for. If she had friends on the job, he was pretty close to one. Sebastian was a strange one, but he was supportive and friendly and he knew how to make everyone comfortable enough to be free and wild and give the best poses. He was highly respected and appreciated in their line of work and it was no wonder why.

It was because he was such a great person and an even more amazing photographer that Ursula hoped things went well when she asked him for a favor.

She pulled up in her wide and rattling light green Buick and parked alongside a log fence that separated asphalt from healthy green grass and large trees. The location of the photoshoot was very picturesque—they always were when Sebastian was the one responsible for the pictures—and she smiled for a brief moment before she stepped out of the car and walked out to the clearing where she saw the second model and Sebastian himself.

 “Ursula,” the man cheerily greeted over his shoulder when he saw her make her way over to them.

She smiled back, her expression much brighter than when she first arrived, and stopped at his side.

Sebastian had mocha colored skin, chocolate colored eyes, and a subtle Jamaican accent. He was usually very friendly but more times than not he was very crabby. He was also very cautious and protective of those he cared about, but he tried not to let that affect his work. Normally it didn’t, but there were a few close calls when he'd been forced to vacate a shoot location because Ursula and one or two other women that weren’t afraid to strip down to their bare skin for several poses were going to be charged with public indecency. Ursula thought the poses and the pictures were very tasteful, which should have meant they were decent considering all the alternative ways to take similar photos. But the cops never saw it that way, especially since most of them were white, male, resistant to change, and extremely judgmental at the very least.

“Hello, Sebastian,” she greeted with a warm but mostly flirtatious tone.

“The lighting is just right,” he said almost immediately. “If you want to go ahead and jump in…”

It wasn’t a question as he motioned toward the redheaded model already in the grass with her weight placed heavily on her hands as she leaned back on them with her legs stretched out and crossed at the ankles in front of her. The woman’s chest was on display. Perky breasts and alert pink nipples. She had fair and freckled skin. Her shoulders and face had the most sun kissed spots and Ursula had to admit it was a heavenly sight. Perfectly imperfect with her open and almost innocent green eyes, but she was far from innocent or she wouldn’t have been so willing to get in front of a camera with less than half of her clothing missing.

She had worked with the woman one other time before and it seemed that the redhead was more comfortable without anything to cover up her nearly flawless body. As Ursula walked over to the other model, she tried to recall the woman's name. It was a pretty name and fit the woman well. It rolled off her tongue when they first met because the name matched both her looks and her personality so well. Ursula held the redhead's gaze for a moment, a moment that was just long enough, and then it came to her.

“Ariel,” she said a little dreamily as she opened her coat and shrugged it off. She let it fall to the ground out of frame and sauntered over to stand at the woman’s feet.

“Hi,” Ariel replied with a big smile and a bubbly voice. “It’s…Ursula, right?”

“Yes,” she said and nodded.

“Ursula, help her up,” Sebastian directed her as he kept his eye in the lens of his camera. “Against the tree would be great.”

“Me? Against the tree,” Ariel asked before she held out her hand toward Ursula.

“Yes. You,” Sebastian answered and signaled with a thumbs up just as Ursula took Ariel’s hand and pulled her up.

“Get handsy,” Sebastian added. “Playful and after that a little rough. Good rough. Kinky rough. Get it?”

Ursula gently pushed Ariel up against the tree and let her eyes travel over the contours of the other woman’s body as she untied the back of her summer dress and then peeled it off.

“You okay with having fun? Playing it up a little bit,” she asked a second before she stepped closer to Ariel and left almost no space between them. She didn’t dare touch the woman until she had an answer.

“Yes. I’m okay. This is…more natural to me than getting dressed or brushing my hair every day,” Ariel smiled.

She chuckled and said, “Okay. Time for some fun.”

They did a few poses with Ariel more exposed than Ursula, especially when Ursula yanked Ariel’s underwear halfway down her ass for one of the rougher poses.

“I love it,” Sebastian praised them over and over again. “Love it!”

But after an hour, Sebastian was convinced there was more to be done while he had them together. According to him, they photographed very well together. Both were also perfect for roleplaying for the camera in his opinion. Either together or on their shoots with other models, they filled their roles “immediately and with ease” as Sebastian had phrased it.

“The beach! The lighting will be even better by the time we get there and oh! It will reflect off the water,” he said. “And the water! So many poses come to mind.”

He was excited and that sparked eagerness within Ariel, which amused Ursula. Their drive to the beach felt like it passed in the blink of an eye even though it took nearly two hours from their location. It was effortless to lose track of time when they were all thrilled to be there and get to work. It was more like play time than it was like labor. And it showed in the pictures when they finally made the beach their home until they ran out of film.

Ariel removed all of her clothes and draped seaweed over her sex for a few poses in the sand. She did a couple by herself before Sebastian insisted Ursula tease the camera by peeling away the seaweed bit by bit. From there, Ursula took a few creative liberties and gripped fistfuls of red hair at a time both while Ariel was sprawled out on the sand and once she brought the other woman into the water to hide her body from the waist down. Sebastian always welcomed the fully nude shots, but he only sold the ones that still left a few things to the imagination. Being in the water would be fantastic for sales because Ariel’s hair, especially when wet, was long enough to cover her nipples. The best shots always showed the most skin without giving away the “good stuff.” It was sexy and alluring because they exposed just enough to make those that saw the photos wanting more.

Two rolls of film and several hours later, Sebastian was overjoyed and satisfied with what they’d accomplished. It wasn’t until after sunset that Sebastian packed up his gear, which was when Ariel and Ursula went to get the three of them much needed food. They brought back bags of takeout from a nearby vendor and handed one to Sebastian before they climbed onto the hood of Ursula’s car to eat. Sebastian followed their lead and settled on the hood of his car, which was parked beside Ursula’s in a lot directly in front of the access point to the beach.

After small talk and the near end to their shared meal, Ursula slid off her car and joined Sebastian on his.

“I’m not sure if or when the best time to ask this would be, but…it’s something I’ve been thinking about for a while,” Ursula carefully broached the subject, as carefully as she could manage anyway. She preferred to just dive in and at many times be blunt. Straightforward was the healthiest way to live in her experience.

Sebastian laughed around the food still in his mouth and nodded as he finished chewing. Once he swallowed, he gave a verbal response. “What do you want, Ursula?” He practically sang the words and bumped shoulders with her as he gave her a knowing stare.

“I don’t want to just post for pictures. I want to _take_ pictures.”

Sebastian’s eyebrows rose toward his hairline, but his lips curled into a smirk. “I think you would be a great photographer. Are you telling me this because you want something from me?”

Ursula smiled. “Yes. I want to take pictures, but I’ve never done it.”

“Well, you basically directed the entire shoot today so you at least have vision and know how to take the lead without being forceful.”

“Great. Now I just need the equipment and the skill and some models.”

“Which is why we’re talking. You want me to help with all that?”

“If it wouldn’t be too much. I’ll still pose for you as well. I just want a little practice behind the camera too. Maybe when my looks fade I can still do this for a living, but from a different perspective.”

“Of course. I very much approve of that plan. You couldn’t have better timing. I have another photoshoot tomorrow. I think you’ll like the model. She’s a lot like you, except she’s like that all the time. Fun, wild. Free.”

Ursula had no interest in the model. The woman could be a pain in the ass to work with and she would still be glad and grateful Sebastian would teach her what it took to ensure she always had a future with pin ups.

* * *

She didn’t bother to dry her hair after her shower and instead left the apartment with tight, wet curls. Since she didn’t need to bring or wear any special outfits that day, she wore black slacks and a white undershirt, both more intended for men than women, with a black vest. The only thing she wore that were actually expected of women were her heels. She wore what made her feel comfortable in her own skin and on days she didn’t post that meant a more leisurely or suave look in place of an easily removable dress. She was a walking target for hate speeches, but she would rather be herself than be obedient to people who still would only  _tolerate_ her simply because they thought less of her than they thought of themselves.

Unfortunately, her wardrobe choice wasn’t as comfortable as she thought because like the previous day, it was hot. Pants were a bad idea. A dress would have been pleasant. Thankfully, it wasn’t hot enough to make her sweat too much. But she would have squirmed less in the sun if she had chosen a dress. She would feel more breeze in more places in a dress.

When she arrived to the address Sebastian told her before they parted ways the prior night, she redirected her attention on the photoshoot she would hopefully be able to actually shoot herself inside the apartment Sebastian seemingly had permission to use, because she didn’t think it was his.

She walked up the short stoop and looked for the name on the call box Sebastian had also given her the previous night. She was buzzed in as soon as she stated her name. She reached the apartment in no time and looked around in awe at the interior when Sebastian opened the door. It was more furnished, and _better_ furnished, than her place and while it was someone’s home it made for a good place to take a few pictures. Given the nature of their pictures, any couches, tables, and beds were useful to set the mood for whatever fantasy they wanted to sell. When she saw the array of desirable negligées on the coffee table she realized there wasn’t a single fantasy they wouldn’t try to sell by the end of the day.

“I’m not late, am I,” she asked Sebastian as she glanced around the room and briefly caught a glance of a gorgeous blonde fixing her hair and makeup by an end table beside the couch.

“Only a few minutes,” Sebastian answered. “First rule of photography, always get to the location early to set up your shots. It’s more professional and it allows you to use the location to its strengths for the best poses and pictures. Also, the more times you have to tell your model to change poses just because you don’t like the results, you waste more film and lose future models.”

Ursula nodded and set her purse down on one of the chairs around the dining room table. “And the second rule?”

“Never ignore the talent, dahling,” the blonde answered.

She looked away from Sebastian and focused on the blonde with blood red lipstick that hadn’t previously been applied. She flashed a lopsided smile and walked across the room toward the other woman.

“Sorry. I guess you can blame it on my lack of manners after years of living in the city. I’m Ursula.” She held out her hand and watched the blonde look at it for a moment before she decided to shake it.

“Cruella,” he woman replied. “And don’t worry about being late. I only arrived a few minutes before you.”

Her English accent wasn’t the most attractive thing about Cruella, but it certainly had an effect on her.

Cruella grinned, her teeth bared between that ravishing shade of red lipstick. Ursula’s smirk turned more amused and less friendly, but not as though they were enemies. Ursula didn’t think the woman would ever be her enemy, even if she was prickly on more than one occasion.

“She’s right,” Sebastian finally cut in. “The talent must always be happy. Without them, you won’t have a picture to sell.”

She turned to Sebastian and nodded her understanding before she said, “That much I understand from _being_ the talent.”

Sebastian chuckled. “Good. Good. That means I’ve been doing my job might.”

“You pose as well,” Cruella asked with a notably curious tone.

“I _only_ pose,” Ursula corrected her. “Today is the first time I won’t be the camera’s focus but focusing the camera.”

“You like to play on words. Adorable, dahling. Right, well, Sebastian? What do you want me to wear first?”

“The black one on the far left,” he answered. “I would love to see you in red, but it doesn’t have enough contrast for a black and white photo.”

“No worries. Black is beautiful,” the blonde said before her eyes met Ursula and a moment later she winked. Ursula blinked and her eyebrows shot up for a moment while Cruella went over to her little collection of lingerie.

“The bathroom is next to the bedroom, which is just off the kitchen,” Sebastian explained.

“Thank you,” Cruella said as she took the negligée with her to the bathroom. She looked at Sebastian and then Ursula with glittering eyes on her way past them into the kitchen.

Tingles cascaded down Ursula’s back like rolling waves lapping against the shore or a steady stream flowing downwind. She licked her lips when Cruella was out of sight and then slowly tuned back to Sebastian as he spoke.

“Time to talk about lighting and framing.”

Sebastian pulled out his camera and met Ursula halfway within the room before he started to point at the important functions of a camera to familiarize her with the equipment. He had only made it to tips about subtle changes versus panic mood when things go wrong during a shoot when Cruella then returned from the bathroom dressed to the nines in sinful lingerie that captivated Ursula’s attention. The lingerie had little to do with it, but definitely heightened her desire. She didn’t realize she had desire like that until she found herself unable to look anywhere but at Cruella. Maybe she enjoyed playing with Ariel, and the one or two other models she had posed with in the past, but that was fun. It wasn’t desire. She wasn’t playing with Cruella though. She couldn’t enjoy playing if she wasn’t playing so desire seemed to fit. Just one more thing to add to the list of all the reasons she was discriminated against.

“You look gorgeous.” The words tumbled out of Ursula’s mouth before she could process them and think better of it.

Cruella throatily chuckled. “Thank you, dahling.”

The thin, sheer robe was left untied, but Cruella’s hands felt up the fabric on the open sides and the ties that dangled at her waist and thighs. It looked almost like the woman was itching to remove the robe as soon as possible. Ursula couldn’t blame her. After all, she and Ariel were the same way, although the three of them were probably the only pin up girls that preferred to wear less most of the time.

“Where do you want me,” Cruella asked.

“With that outfit, the table would be perfect,” Ursula said and again spoke without a filter. Her eyes widened and she spun to face Sebastian. “I am so sorry. I didn’t mean to overstep.”

Sebastian smiled at her, a big and friendly smile. “No, you’re right. I think that would be a great place to have her.”

“Fantastic,” Cruella said and strutted in her high black heels over to the table. “Do you want me posed any specific way to begin with or should I just go for it?”

“I always want you to go for it,” Sebastian said. “I’ll call out what I want if I need something, but we both know you do a fine job without my instruction.”

“I aim to please,” Cruella said before she peeled the robe off one of her shoulders and climbed onto the table.

The blonde stayed on her hands and knees as she arched her back and her ass popped more than any other part of her body. Her hair was a wonderful mess, sex hair it seemed, and her legs were in full view with one of her feet elevated to display a heel while the other foot rested topside down against the table.

“Here we go,” Sebastian happily and encouragingly said before he snapped the first shot of the day.

Ursula watched Cruella work while the other woman posed one attractive and alluring way after the other. Each picture taken was flawless not only because Sebastian was a photographic genius, but because Cruella was vibrant and a complete natural in Ursula’s opinion. Sebastian gave Ursula a few pieces of information about photography as he took pictures, his eyes constantly in the lens as he shared his knowledge and experience. Ursula heard what he said and she occasionally looked over to watch what he did, but she was more focused on Cruella. Anytime she looked away, she was drawn back in with every single movement she caught the woman make, even when she only spotted them out of the corner of her eye.

The longer Cruella posed, the more she revealed. The robe was long gone and had been after only twenty minutes. Sebastian snapped photo after photo and encouraged Cruella to keep up her energy. The blonde didn’t need encouragement. She moved from pose to pose with ease and seemed very at home with herself and in her environment.

“She’s a natural,” Ursula breathed out, quiet enough that Sebastian made out every word but Cruella only heard mumbling.

Sebastian smirked and let out a quick burst of laughter from behind his camera. “Ain’t that the truth,” he said.

After a few more pictures, Sebastian stepped out of his zone, the one he always slipped into when he was working, and stepped back to stand next to Ursula. She furrowed her brow and stared at him, confused. Her eyes drifted down to the camera and then to the blonde who then seemed to notice the same shift in the room.

“Do you want to take a few? See things through the lens for once,” he asked with a smile and held out his camera to her.

Nervously, she looked from Sebastian to Cruella and caught sight of the model as the woman sat upright on the table.

“Oh, I don’t want to waste any film. Or anyone’s time,” Ursula insisted.

“Don’t worry. I brought an extra roll of film just for you. That is, if Cruella wouldn’t mind,” Sebastian said and turned to the other woman. “I have what I need, but Ursula’s an aspiring photographer and I really think you two will work well together.”

Cruella looked at Ursula and smiled. “Of course. I’m up for anything.”

Cruella’s eyes glittered with mischief before they raked over Ursula’s body from head to toe. Ursula felt her chest and cheeks heat up, no doubt pink due to the blush the blonde caused. She averted her eyes and bit her lip as she took the camera from Sebastian.

“Have a pose in mind, dahling,” Cruella teasingly asked.

Ursula adjusted the camera, her movements a little jerky out of nervousness. She kept her focus on the camera, but occasionally glanced up at Cruella so she didn’t look as extremely uncomfortable as she felt. It would have been awkward to purposely ignore the person talking her, but she couldn’t look at the other woman for too long or she probably would do or say something she'd either regret or would embarrass her.

“I—” Ursula cut herself off as she looked up from the camera and witnessed Cruella run her hands through her hair.

The blonde arched her back as she stretched and brought her hands back down into her lap. Before, Ursula was about to give in and let Cruella run the show until her earlier confidence returned. As her eyes scanned over the model’s svelte form, she felt inspiration strike.

“Lay on your back? Have your head on this side,” Ursula motioned with her hand toward herself and the camera.

Cruella turned her body and sat for a brief moment with her feet pointed in the direction she had faced when she had posed for Sebastian. She met Ursula’s gaze before she laid back and rested her toes on one end of the table and her head on the other. She kept her head turned, blonde hair fanned out between her cheek and the table.

All she had done was lay down and Ursula couldn’t help but think how beautiful she looked. She didn’t even need to change her expression to lure or arouse the invisible audience. Ursula would buy her pictures again and again if she just stayed the way she was.

“Is there something else or are you going to take the pictures soon,” Cruella asked and then lightly laughed when she realized Ursula had lost herself in thought, startled by the blonde's voice when she was brought back to the present.

“Sorry,” Ursula quietly apologized before she took the first picture with Cruella just as she was, just as Ursula found her naturally attractive. She took a second one for safety, in case the blonde blinked when the flash went off, and then said, “Arch your back?”

“Are you asking me or telling me?”

Ursula looked over the top of the camera at Cruella and the model smiled at her.

“What do you want, dahling? I’m yours to play with and I don’t mind taking orders.”

“Um,” Ursula tried not to blush or clear her throat, or even shift in place like she wanted to, and instead tried to focus on the photoshoot, not the gorgeous woman that knew all the right things to say to turn her on. “Arch your back,” she stated a moment later, firmly and more sure of herself that time. “Like you did before.”

Her back was to Sebastian so she missed the way he knowingly grinned as he watched the exchange between them.

Cruella arched her back off the table and pushed her breasts up at the same time she tipped her head back and exposed a little more of her neck. “Like this?”

Ursula was astonished. “Exactly like that.”

Cruella smirked and then winked at her.

Ursula took a deep breath and then adjusted the camera to frame the shot. She hid behind the lens and waited a short moment before she took the picture. She smiled after she took it and then watched Cruella reach up and play with her hair. She twirled a finger around a wavy blonde strand and kept the finger at her side near her breast. Cruella pouted her lips like she just knew Ursula wouldn’t be able to resist the photo opportunity, and Ursula really couldn’t.

After the flash, Cruella asked, “Shall I continue or do you have more direction for me?”

Ursula grinned, no longer nervous or timid. “Let’s see what you can do.”

Cruella chuckled and rolled onto her side. She stared straight into the camera with lust in her eyes just as Ursula looked through the lens. The blonde slid a hand down her stomach and rested it just above her panties with her fingertips only slightly dipped beneath the waistband. She wasn’t just teasing the camera like any good model would. She was teasing Ursula.

Ursula swallowed, but tried not to let it show how dry her mouth suddenly was. She took the picture before the other two in the room could question her hesitancy to get the shot.

Cruella sat up and shook out her hair to mess it up for the second time that day. Sex hair seemed to be her favorite look.

Ursula certainly didn’t mind.

Cruella bit her lip just a little and sat up straight with her legs crossed and tucked beneath her. She pulled down one of her bra straps and loosely held it between her thumb and index fingers. Ursula snapped the picture. It was so simple yet so beautiful.

Ursula was transfixed. She took a few more pictures as she let Cruella do as she pleased, but the longer she looked at the other woman, she imagined a pose she would kill to be responsible for and have developed. She lowered the camera and spoke to the blonde without a barrier between them. “Would you take off your bra and lay on your stomach? I have something kind of particular in mind.”

Cruella grinned and rolled onto her stomach before she reached behind herself to unclasp her bra. She removed the garment, her breasts pressed against the table, and momentarily exposed herself as she lifted her upper body off the table long enough to toss her bra onto the floor.

Ursula walked over to the woman and set the camera down a safe distance away from Cruella on the table before she poised her hands over the blonde's legs. “Can I help position you?”

“Have at it, dahling,” Cruella purred.

Ursula moved a hand down to Cruella’s feet and wrapped it around the woman’s ankle. She pulled it up toward Cruella’s ass and tipped back the blonde's heel as she lifted the thin bikini strap around her hips. She hooked the heel under the strap and released Cruella’s ankle.

“Move your heel so that it tugs the strap up,” Ursula instructed and grabbed the camera before she went back to her previous position.

“Does that look right,” Cruella asked as she pulled on her panties with her heel and dragged the bikini strap down her fit and round ass.

“Perfect,” Ursula replied. It was better than she had expected, actually, but ‘perfect’ summed things up well enough.

She brought the camera up to her face and snapped a picture before she said, “Stay just like that. I’m going to get a few shots of this and then we can move on.”

“You’re in charge,” Cruella said with an almost sing-song tone of voice. There was amusement in her smile as well as her glimmering blue eyes and Ursula took a picture of that moment too.

Ursula tried a few different angles from above and below Cruella for more dynamic views of the pose and the other woman’s spectacular body. After another six pictures, she stopped and lowered the camera again.

“I think I have enough film for a few more poses,” she told Cruella.

Cruella throatily chuckled and pulled her panties down lower. She licked her lips and pulled down the other side of her panties so both cheeks were exposed.

“Then let’s have a little more fun,” Cruella suggested and unhooked her heel from her panties. She reached back and pulled them down to her calves before she kicked them off. She sat up, grabbed her panties, and slid off the table before she walked over to the coat hangers on the wall.

Ursula watched her raise her hands as she twisted her panties and then turned around so her entirely bare front was on display. Self-bound by her panties she lifted them above her head and hung them on one of three hooks evenly spaced on the wall behind her.

“For your personal collection, dahling,” Cruella purred.

Ursula knew right then if that photoshoot was her first and last chance at being a photographer, she wouldn’t mind one bit.

* * *

Sebastian called Ursula over the next few weeks to work with him on his next couple of photoshoots. The first one after Cruella was just observational, but the one after that she brought her own film and the model agreed to a few poses. It didn’t last as long and wasn’t nearly as fun as her session with Cruella, but it was practice. Four days after that, she got a call from the last person in the city she expected to have her number.

She had just served herself a glass of wine and a quick and easy meal that involved the least amount of time and energy to whip up. It was dinner for one after all and she had spent most of the day outside for a photoshoot with another photographer. She got a call, needed the money, and she also wanted to file away his style of photography for a later time. Watching and learning from only one photographer wouldn’t help her distinguish her own style from his let alone the way she should and wanted to run her photoshoots if she ever booked a pin up girl for herself.

All the “ifs”, “hopefullys”, and “maybes”, turned into a definitely when she got the call that night.

“Hello?”

“It’s Cruella, dahling,” the woman greeted over the phone. “How are you this evening?”

Ursula almost forgot to breathe and nearly choked on her noodles when she heard that familiar velvety voice. “Cruella. It’s great to hear from you. I’m doing well. A little tired, but I’m well.  How did you get my number?”

“I have Sebastian's. I called and asked him for yours.”

“Oh?”

“Is that so hard to believe?”

Ursula laughed. “A little.”

“Why is that?”

“Not many people have my number and the only reason you would be calling me is if you wanted to either pose _with_ me or pose _for_ me.”

“That wouldn’t be the only reason,” Cruella confessed, her voice much lower than Ursula could ever remember hearing it. “But I do want to schedule a session with you. Maybe you’ll even bring the pictures you took of me. Have you developed them yet?”

“I…I haven’t yet.”

“Why not, dahling?” Cruella almost sounded disappointed.

“I’m nervous to see how they turned out.”

There was a pause and then, “Why don’t you rent time at the studio and you and I can meet for our session there? You can take a few more pictures of me and we’ll develop the ones from the last shoot. I’ll even hold your hand if you get scared.”

Ursula bit her bottom lip and laughed after a moment. “Okay. When?”

“Whenever you get studio time,” Cruella answered. “You should call me when you have the studio.”

“Should I have Sebastian give me your number or will you just give it to now?”

“Oh, dahling, I don’t just give it to someone before drinks,” Cruella chuckled and then the line went dead.

Ursula shook her head and smiled as she hung up the phone. She was determined to find the earliest time at the studio and take it. Her first call the next morning was to Sebastian. He told her how to reserve the studio and even offered to meet her there an hour early to help her set up.

“Thank you, but I think I want to try this one on my own.”

“Sure thing,” he said. “So…she called you, eh?”

“Yes. She said you gave her my number.”

“I did. She told me she wanted to help you practice, and she loves being in front of the camera. I think she likes you.”

“Would it be so bad if she did,” Ursula asked.

“Not at all. If you like her and she likes you, I say go on and kiss the girl.”

Ursula smiled despite Sebastian not being able to see her. It was the reason she allowed herself to blush so openly. “Thank you for all your help.”

“I hope this doesn’t mean you'll stop asking me to help you.”

“Of course not. You are always my first call when I need something.”

* * *

Two days later, Cruella met her at the studio mid-morning. The blonde smiled at her when she walked in and Ursula felt weightless. The other woman stole her breath in the blink of an eye.

“Hello, dahling.”

Ursula smiled back at her. “Hello, beautiful. Ready for me?”

Cruella licked her lips and looked her over from head to toe. “I think the real question is, are you ready for me?”

Ursula was speechless. She bit her bottom lip and tried to smile, but inside her mind screamed at her to forget about the pictures and see how far the other woman was willing to go with her. She really did want to practice photography, however, and Cruella was only flirting. Flirting, most of the time, could be harmless so if she pushed the blonde too far she could lose both Cruella and the practice photoshoot.

Cruella brushed a hand through her hair and shook it out a little. She smiled and batted her long eyelashes as she stepped closer. Her eyes flicked to Ursula’s lips and her own twitched into another smirk. She slowly peeled off her fur coat to more fully reveal the red negligée she wore beneath it that Ursula had only been able to see the silky hem of where it stopped above the blonde's knees. It was the one she hadn’t had the chance to wear at the other photoshoot because Sebastian chose to shoot in black and white.

“I have black wardrobe in my car,” Cruella said. “In case you want more black and white pictures.”

“No,” Ursula shook her head and stared at the other woman in awe, her lips parted and eyes wide as she looked over Cruella from head to toe and back up again. “No, you look phenomenal. Keep that on.”

“Interestingly enough I thought you would ask me to take it off,” Cruella grinned from ear to ear. “Isn’t that the point of lingerie?”

Ursula gulped and her eyes drifted south over Cruella’s body again, but that time it happened without her conscious consent. She didn’t have a cheeky or witty response, but the longer she stared at the revealing outfit the more it sparked her curiosity. “You wore that over here? In public?”

“Why wouldn’t I? It’s comfortable and looks a little like a dress.”

“Except it’s not a dress and anyone with eyes would know that.”

Cruella shrugged and casually waved her wrists like she was making a show of just how much she didn’t care. “What can I say, dahling? I live in the moment and apologize for nothing to no one.”

Ursula smiled after a moment and nodded as she looked down at the floor for a quick second before she met Cruella’s eyes again.

“So,” Cruella began and swept her eyes across the room as she took in the studio. “How do you want me first?”

Ursula blinked a few times, her brain having short circuited at the thought that Cruella on the floor or against the wall or in her bed for more than just a few pictures. She could see it as clearly as she could imagine the look, feel, and story she wanted from her pictures. Cruella was a rebel and probably wouldn’t be overly submissive, but it thrilled Ursula to fantasize about the other woman pushed up against a wall or spread out underneath her in bed. It aroused her to think of Cruella chuckling as they kissed and Ursula taking control. The idea of where and how “do you want me?” sent pleasurable shivers down her spine.

“Dahling,” Cruella asked, amused.

Ursula smiled and hoped she didn’t blush too noticeably under Cruella’s gaze. “There’s a…a chair. I think that might work today.”

“Might? I know you know exactly what you want. Tell me what you’re looking for and I’ll give it to you.”

Cruella had no idea how much Ursula wanted the woman to give it to her. When the blonde stared at her with intense lust, however, Ursula thought maybe she did.

Ursula calmed her nerves and smiled at the woman before she looked over the props and set design she brought and prepared for the shoot. Cruella was right. She knew exactly what she wanted and Cruella was there to help. She pointed to the chair and started to explain her vision for the photoshoot. For the next hour and a half, Cruella posed in both innocent and wild positions for her and surprisingly managed to keep her clothes on—what little clothes she actually had, because lingerie technically wasn’t “clothes.”

When Ursula was out of film, they took it into the studio basement to develop it in the dark room. She grabbed a second roll of film from their previous photoshoot from her bag and led the way for Cruella as they made their way into the small room curtained off from the equipment that was housed down there. Once they reached the bottom of the stairs, Ursula’s eyes went straight to the black curtain while Cruella looked around with wide eyes and parted lips. Ursula took a deep breath before she took the first step toward the dark room. Cruella followed her.

She pulled back the curtain and stepped aside for Cruella who looked at her for a moment before she smirked and took the hint.

“How chivalrous of you,” Cruella said with a teasing tone as she walked past her and into the dark room.

Ursula scanned the room. It wasn’t her first time inside, but it was her first time developing her own pictures. It was nerve wracking to see whether she did well or failed for her first time. She clenched and unclenched her hands a couple of times before she shook them out and tried to breathe. She hadn’t lied to Cruella over the phone. She was nervous. And she wasn’t very good at hiding it.

Cruella gently grabbed her wrists and held them still. The other woman looked up at her, her eyes previously on their hands, and reassuringly smiled at her.

“Even if they are god awful pictures,” Cruella said with her smile still in place, “I’ll model for you any time. No payment necessary until you make a profit.”

Ursula chuckled and nodded. “That’s fair.”

“Dahling, it’s more than fair,” Cruella’s smile widened as she squeezed Ursula’s wrists and then let go. “Now, let’s take a look at your work.”

Ursula nervously licked her lips and set the two rolls of film down on one of the work tables. She slowly went about the process of printing the negatives on photo paper while Cruella walked around the room. The blonde’s eyes roamed around the decent sized space and ran her fingertips over the edges of all the tables as well as the edges of the photo trays used to expose the pictures under a small pool of chemicals.

Ursula turned to the center table, which held the trays, and was reminded of the fact that the other woman still only wore her red lingerie beside her. Cruella’s breasts were only covered by deliciously thin, low cut material and her legs were almost completely on display. She’d seen so much more of Cruella during their last photoshoot, and was about to see it all over again when the pictures came out, but the blonde always looked incredible no matter how much or how little she wore. She looked over the other woman and saw how comfortable she was in what Ursula was sure was a foreign space to the model.

“How is it you always look at home wherever you are, whatever the situation,” Ursula asked before she could stop herself from blurting out the question.

Cruella chuckled and stepped up to stand beside her. “I’m just comfortable with myself. If I’m comfortable with me, I know I’ll be fine.”

“That’s a good motto to stand by.”

“It’s the only way that helps me get through everything.”

“What kind of things would you need to get through?”

“I’m sure much the same issues as you. Society detests people like me.”

“People like you? What are you like?”

“So many things,” Cruella said with a wide smile and a hint of laughter. “I’ve never really dated. I only sleep around with men, which is completely sinful in this day and age.”

Ursula frowned and tried not to look too hurt by Cruella’s admission. All those looks and the flirting were just good fun and part of a pin up girl act to play with the camera.

“And then there is the fact that it isn’t only men’s company I enjoy,” Cruella added and Ursula nearly jumped back she was surprised to hear there was more to share, especially the fact that maybe Cruella’s flirting was good fun but not just about posing for pictures.

“You- You like women as well,” Ursula timidly asked as she continued to develop the pictures and set them aside to dry.

“I thought I’d made that obvious before today,” Cruella answered. “Have I crossed a line?”

Ursula shook her head before she verbally replied,” No. Not at all.”

Cruella grinned. “Then I wasn’t wrong about you.”

Ursula squirmed a little under Cruella’s predatory gaze before she confessed, “No, you weren’t.” She felt Cruella get closer before moved away and continued to look around the room. Ursula was thankful for that because if Cruella distracted her any longer she was sure to ruin the pictures.

As she finished developing the last few from the first photoshoot, Cruella walked back over to her and didn’t hesitate that time when she finally touched the up and coming photographer. Ursula took a deep breath and tried to relax before she lifted the final picture and hung it up to dry with all the others. When she moved, Cruella let go of her but continued to follow her around the room as she found a place to hang the photo.

“I’m sure they’re fantastic,” Cruella assured her. “I don’t know how many times I’ll have to tell you that before you believe it, but I _will_ keep telling you because the truth is you knew what you wanted out of the pictures and I have no doubt you did what you needed to for you to get exactly what you wanted.”

Ursula flashed an unsure smile and looked around at the other hanging pictures. A few of them looked ready to take down so she could make some space available for the second roll of film from that day’s shoot she had yet to develop. The process of taking and developing color pictures still wasn’t too common and many publications still printed in black and white. It was easier and cheaper that way.

She started to walk over to the pictures and along the way her eyes stopped on the last group of pictures she’d taken during that first photoshoot.

“Your personal collection,” Cruella said from behind her. “They’re gorgeous.”

“Because you’re in them,” Ursula replied and kept her eyes focused on the photos. “That would make you biased.”

“The reason they’re gorgeous isn’t because of me. You could replace me with any girl and they would still be magnificent. No, they’re gorgeous because your vision and direction is all over them. Your mind is as attractive as your wonderfully curvy body.”

Ursula turned to face Cruella with a surprised expression. She hadn’t expected the woman to be that forward with her. When she saw Cruella’s eyes, dark with desire and scanning over her body, it was no longer a surprise to Ursula that Cruella had said those things. The blonde seemed to be appreciating the pictures and then she appreciated a different kind of view.

“Is anyone expected to use the dark room any time soon,” Cruella asked as her eyes moved up over Ursula’s body again until their gazes again.

“N-no,” Ursula answered. Part of her, despite her earlier feelings, was terrified of taking things further because she had never explored her feelings for the same sex, but another part of her wanted to take things as far as they could go with Cruella because the woman was amazing. And also because she did want to explore her feelings for the same sex, but she’d never had the chance before Cruella came along aside from roleplaying when she posed, but Cruella was so free. The woman had said it herself that she was comfortable with who she was and therefore could be comfortable anywhere doing anything. Being with Cruella could be fun, but it could also be eye opening. She could maybe even learn to be comfortable with herself.

Cruella grinned and closed the space between them. She placed her hands on Ursula’s shoulders and lightly ran her fingertips up and down over the front of her shoulders. When the woman moved her hands down, she teased the swell of her breasts.

“I think you and I should put this room to spectacular use,” Cruella said and started to slowly back Ursula up against one of the tables. Her ass hit the edge of the table and Ursula immediately gripped the edge of it on either side of herself. “What do you say, dahling?”

Suddenly, she was breathless. Her thoughts jumped around from one thing to the next. Images of what they could do together and images of Cruella when she’d posed for her. The idea that she liked woman and the idea that she had slept with a couple of men before and had somewhat enjoyed it. What did it mean? Was it only Cruella she liked the same way she liked men? Did she even really like men or had she only slept with them because it was expected of her?

“Ursula?”

She blinked and returned to the present to see Cruella staring at her with concern.

“If you don’t want this, we don’t have to do this. I thought you did, but if I was wrong—”

“You weren’t wrong,” she insisted. “I’m sorry. I’m just…afraid.”

“What do you have to be afraid of?”

“I’m a black woman. I have a lot to be afraid of.”

“But right now? There isn’t a single threat being made and I sure as hell don’t share the same views as any of the racist bastards intent on keeping everything segregated. We’re all human. Color, culture, and gender shouldn’t make one lot of people any better than another.”

“I’m glad you feel that way, but…if we do this, if I give in to my feelings for you, what does that mean?”

“It only means what you want it to mean.”

“Not to everyone else it won’t,” Ursula pointed out.

“Who cares what everyone else thinks?”

“I do. I _have_ to care. There are plenty of times when my safety depends on it.”

“What we do or don’t do together is no one’s business but our own. Not that it should matter if people knew.”

“It _does_ matter.”

“I know,” Cruella calmly said. “I know it does, but it really shouldn’t. People are insane to deny certain people the right to be who they are without discrimination and judgement. The Constitution says the American people _all_ have the right to life, liberty, and the pursuit of happiness. It’s entitled pricks that think they have a right to decide who that applies to.”

Ursula nodded and looked down at the ground. Cruella hooked a finger under Ursula’s chin and lifted her head to make eye contact with her, the pad of the blonde’s thumb pressed against Ursula’s chin.

“We don’t have to do this,” Cruella said and looked at her with a serious expression. “If you aren’t ready to be with a woman, we can just be friends. And maybe in the future, when you _are_ ready, we can be more than friends.”

Ursula licked her lips and then bit the bottom one as she looked over the other woman. “I’m ready. I want to do this.”

“Are you sure? I promise you that even if we wait it will still be incredible. And the experience will be much better when you’re absolutely sure.”

“I need to be comfortable with myself and for far too long I’ve felt uncomfortable because I’ve held myself back. I’m always afraid of what I do and want to do because of other people’s opinions. If it’s not typically done then I shouldn’t say, do, or think it.”

“People shouldn’t rape, murder, or torture others but they do that.”

“Which is why I’m ready to do what I want. No one should dictate how I live my life except me.”

Cruella beamed at her and said, “You’re damn right about that.”

Ursula smiled back and let go of the table before she pushed Cruella up against the back wall in the dark room not blocked by another table like the other two walls.

“I might not be experienced with women, but kissing is universal for both genders. And _that_ I can do well.”

“Show me how it’s done, dahling,” Cruella purred.

And she did. She kissed Cruella over and over again and in various places she knew from a few rare and limited experiences that she liked. Her lips, teeth, and tongue flicked, bit, and sucked below the blonde’s ear, along her jawline, over her pulse point, and then she tried out a few things she hadn’t done before and hadn’t had done _to_ her before.

At first, she peppered kisses over Cruella’s chest on a trial basis. If the other woman didn’t like it, she could stop Ursula before things got too embarrassing for either one of them. But when Cruella didn’t say or do anything to end things, Ursula decided it wasn’t a bad move. She stepped things up and then peppered kisses turned to a trail of more intense kisses. She felt degrees hotter when she felt Cruella’s hands on her hips encouraging her to push against her. Cruella guided their sexes together and Ursula whimpered as they started to bump and grind. She may have kissed both men and women, but she’d never gotten that far with a woman. It was a completely different sensation and she immediately realized how much she actually preferred the feel of another woman against her more than a man. She felt more connected to Cruella than any of her other sexual partners. That wasn’t to say women were better than men, even if only in the bedroom, but Ursula certainly enjoyed being with Cruella more than she had any of the men she slept with and they hadn’t done more than dry hump yet.

“You first,” Cruella panted and her hot breath puffed against her mouth and chin.

The blonde reached down between them and ran her hand along the front of Ursula’s pants. Her fingers grazed the fine seams on each pant legs and Ursula gasped before she instinctively jerked forward. She groaned and bit her lip when Cruella pulled her hand back up the way it previously traveled. The second wave of pleasure from the pressure of Cruella’s fingers against sensitive areas was enough to make her head spin. Sadly, no other lover of hers had thought to touch her the way Cruella touched her. It felt so good. At one point it even felt too good and she shook her head as she pulled her lower body away from the blonde.

“Too much. Go slower.”

“You’re not…you’re not a virgin, are you, dahling,” the woman asked.

“No, I’m not. But normally with others it was just a good…ride.”

Cruella hummed as her lips curled into a grin. The hand that remained on her hip moved up to brush through her hair. “Play with me, Ursula. Just like this was a photoshoot and we were modeling together.”

“But what about—”

“I’ll go slow,” the woman promised.

Ursula leaned in and nipped Cruella’s lip. They took their time mapping out each other’s bodies as they stripped one another completely bare in every sense of the word. Languid kisses paired with steady hands and bodies that melted together like two overheated candy bars.

Cruella kept her word and didn’t push, didn’t rush. Her fingers didn’t skirt over her uncovered sex until she was warmed up and ready to go. She sighed into the next kiss as she felt fingertips press right _there_. Her clit twitched under Cruella’s careful caress and while she didn’t roll her hips toward the blonde, she also didn’t jump away from skillful fingers.

Ursula broke the kiss and inhaled quickly and deeply. It wasn’t sharp, not a gasp, but it was heavy with the weight of what she knew would happen next. Ursula would be able to say she’d slept with a woman as soon as Cruella pressed a little harder, moved her fingers in any direction, made Ursula climax in what she felt and feared would be too soon.

Cruella smirked, but it wasn’t cruel or cocky or anything but sweet. She might have even been a little amused. “Ready, dahling?”

“Yes,” Ursula said on an exhale and after a couple of seconds, Cruella leaned forward and sucked a nipple into her mouth. She moaned as she swirled her tongue over it and then sucked as she pulled away. Her mouth detached with a wet pop and in the same move she rubbed slow circles over Ursula’s clit. “Oh!”

It hadn’t caught Ursula completely off-guard, but it the pressure was just right. It got even better the longer Cruella swirled her fingers around in the same way she then swirled her tongue around Ursula’s neglected and hardened nipple.

Ursula lost herself in the moment, the sensations and sounds and suddenly time didn't exist. She forgot where they were, what had led up to that moment and she just gave herself over to the feeling of hands, lips, teeth, tongue, whispers and sweet nothings and moans and raspy voices, tense muscles and sweat-slicked bodies. Her hair was a mess as she writhed beneath Cruella, brown locks pinned between her and the floor as she turned her head in almost every direction to get _more, more, more._ She was completely liberated, her mind a little muddled but her vision clearer than it had ever been. She felt vibrant and alive and finally like herself.

Cruella flicked the tip of her tongue against Ursula's earlobe just as she curled her fingers at the exact right time to hit the exact right spot. One of the blonde's hands cupped Ursula's left breast, a sensitive nipple squeezed between her index and middle finger.

Ursula went rigid as she arched up toward Cruella and came with a sharp inhale before she cried out in pleasure then finally collapsed back onto the floor. Two orgasms after a long dry spell and she was spent. When she'd peaked the first time, it had happened quickly. The build up had taken only seconds before the steep but slightly more satisfying decline. Her second climax had been blissful. She hadn't completely come down after the first time before Cruella started all over again. She'd been hot, elated, and felt hands and lips everywhere even though they focused on specific areas at a time.

Sated, Ursula watched the other woman slide off of her and lay on her side next to her. She smiled at Cruella with warmth in her eyes and in her chest. It was different than the warmth she felt before and the warmth that still lingered between her legs. It was more. It was a little heavier, but it didn't weigh her down. It was...deeper.

"How are you feeling, dahling," Cruella asked with a light and amused tone, her smirk the closest thing to a genuine smile the blonde seemed to show.

"Fantastic," she slowly said as her lips curled further into a wider, brighter smile. Her cheeks were a little pink, but not from embarrassment. She'd worked up a sweat, and a bit of an appetite, being with Cruella.

Cruella chuckled and popped herself up onto an elbow. She looked down at Ursula and slowly, gently ran her fingertips up and down Ursula's arm. "We can do that again, you know."

Ursula bit her lip and stared for another moment before she was able to speak again. That time she thankfully managed more than a single word response. "Good, because I owe you a couple orgasms."

Cruella's smirk faded a little and she replied with a softer, more serious tone. "You don't owe me. If this is all you want or if this is all you're comfortable with, I'm okay with that."

Ursula shook her head, which undoubtedly tangled up more of her already disastrous hair, and said, "I want more. I'm comfortable with more."

Then, _finally,_ Cruella smiled and it made her glow. She'd never looked more heavenly than in that moment. Ursula was truly and completely taken.

"I guess we have a few more photoshoots in our future," Cruella teased as she leaned in little by little.

"Yeah, we do," Ursula confirmed, no ifs or maybes or guesses about it, before their lips met in a beautiful, lingering, tender kiss.


End file.
